Subscription Terms of Service

These Subscription Terms of Service (the "Terms") form an agreement between Persoon.ai Inc. ("ShipReady", "we", "us") and the entity or person who creates an account or otherwise accesses the ShipReady Metrics platform (the "Service"). By creating an account, clicking "I agree", or using the Service, you accept these Terms on behalf of yourself and the organization you represent, and you confirm you have authority to bind that organization.

If you have signed a separate Master Enterprise Agreement or order form with us, that agreement controls to the extent it conflicts with these Terms. These Terms otherwise apply to all self-service and trial subscriptions.

We may update these Terms from time to time; material changes will be communicated by email or in-product notice, and continued use after an update takes effect constitutes acceptance.

ShipReady Metrics is a multi-tenant, software-as-a-service platform that connects to your source-control and cloud systems (such as GitHub and cloud provider connectors) to collect, normalize, and analyze engineering and operational metrics. The Service may include AI-assisted features that generate summaries, insights, and recommendations.

The Service is provided on a subscription basis. The specific features, usage limits, and connectors available to you depend on the plan you select. We may add, modify, or discontinue features over time; we will not materially reduce the core functionality of a paid plan during your then-current billing term without notice.

AI-generated output is probabilistic and may be incomplete or inaccurate. You are responsible for reviewing AI-assisted output before relying on it for any decision, and you should not treat it as professional, financial, legal, or security advice.

You must be at least 18 years old and able to form a binding contract to use the Service. You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your account and workspace. Each named user must have a distinct login; credential sharing is not permitted.

The Service is multi-tenant: each customer workspace is isolated at the data layer using row-level security, and access within a workspace is governed by roles (admin, engineer, executive). Administrators are responsible for assigning appropriate roles, configuring connectors and credentials, and promptly deprovisioning users who no longer require access.

• Provide accurate registration information and keep it current.
• Enable multi-factor authentication where offered, and keep credentials confidential.
• Notify us promptly at security@persooninc.com if you suspect unauthorized access to your account.
• You are responsible for the acts and omissions of your users and anyone you grant access to your workspace.

You agree to use the Service only for lawful business purposes and in accordance with these Terms. You will not, and will not permit any user to:

• Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent that restriction is prohibited by applicable law.
• Access the Service to build a competing product or to benchmark it for a competitor.
• Upload or transmit malware, or interfere with the integrity, security, or performance of the Service or its underlying infrastructure.
• Attempt to gain unauthorized access to other tenants, accounts, or data, or to circumvent tenant-isolation, authentication, or rate-limiting controls.
• Use the Service to process data you are not authorized to process, or in violation of any applicable law, regulation, third-party right, or the terms of a connected system.
• Exceed documented rate limits or programmatically scrape the Service in a manner that degrades availability for others.

We may suspend access to the Service without prior notice if we reasonably believe your use poses a security risk, may disrupt other customers, or violates this section, while we investigate, and will work to restore access once the issue is resolved.

As between the parties, you retain all right, title, and interest in the data you and your users submit to, or connect to, the Service ("Customer Data"). You grant us a limited license to host, process, and transmit Customer Data solely to provide and support the Service and as otherwise permitted in these Terms. You are responsible for obtaining the rights needed to connect third-party systems and for the scopes and credentials you provide.

Our processing of personal data is described in the Privacy Policy and, where applicable, the Data Processing Agreement. Where we engage third-party subprocessors to deliver the Service, the current list is published on our Trust & Security page and in the Privacy Policy.

We may generate aggregated and de-identified statistics from use of the Service to operate, improve, and secure it. Such data does not identify you or any individual and is not Customer Data.

Paid subscriptions are billed in advance on the recurring interval shown at checkout or on your order and renew automatically until cancelled. Unless otherwise stated, fees are non-refundable except as required by law. Usage-based charges, if any, are billed in arrears based on metered usage.

You authorize us and our payment processor to charge your designated payment method for all fees as they become due. If a charge fails, we may retry and may suspend the Service for non-payment after reasonable notice.

Fees are exclusive of taxes. You are responsible for any sales, use, value-added, or similar taxes, excluding taxes on our net income. We may revise plan pricing with notice effective at the start of your next renewal term. You may cancel a self-service subscription at any time from your account settings; cancellation stops future renewals but does not entitle you to a refund of fees already paid, except where required by law.

Subscriptions begin on the start date and continue for the billing term selected, renewing automatically for successive terms of equal length unless either party cancels before the end of the then-current term. Cancellation takes effect at the end of the current paid term.

Either party may terminate for material breach that remains uncured 30 days after written notice. We may suspend or terminate immediately for serious violations of the Acceptable Use section or for non-payment.

Upon termination, your right to access the Service ceases. We will make Customer Data available for export for a limited period after termination, after which it may be deleted in accordance with our retention practices. Sections intended to survive (including confidentiality, fees accrued, disclaimers, limitation of liability, and governing law) survive termination.

The Service is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that metrics and AI-generated output will be accurate or complete. Any service-level commitments, where offered, are set out separately in a service-level or enterprise agreement.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues. Each party’s aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by you for the Service in the twelve months preceding the event giving rise to the claim. These limits do not apply to a party’s indemnification obligations, breaches of confidentiality, or amounts owed for the Service.

These Terms, together with any referenced policies and your order, constitute the entire agreement between the parties regarding the Service and supersede prior proposals or agreements on that subject. If any provision is found unenforceable, the remaining provisions remain in effect.

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware. Neither party may assign these Terms without the other’s consent, except to a successor in connection with a merger or sale of substantially all assets.

Notices to us should be sent to Persoon.ai Inc. at info@persooninc.com; for security matters use security@persooninc.com. Questions about these Terms may be directed to the contacts listed on our Trust & Security page.